Filing for a Merger at KPPU in Indonesia

1. Requirements for Filing a Merger at KPPU

To determine whether a merger must be notified to the KPPU, the following criteria must be met:

• Local Nexus: Both parties involved in the merger must have assets or generate sales/turnover in Indonesia.
• Asset Threshold: The worldwide asset value of the merged entity must exceed IDR 2.5 trillion (approximately USD 170 million) for the notification to be mandatory.
• Change of Control: The merger must result in a change of control over the entities involved.
• Unrelated Transactions: The parties involved must not be affiliated.

These requirements are outlined in KPPU Regulation No. 3 of 2023, which became effective on March 31, 2023.

2. Needed Documents for Merger Submission

When submitting a merger notification, the following documents are typically required:

1. Notification Form: This includes the merger form, consolidation form, or shares and/or assets acquisition form.
2. Audited Financial Statements: Financial statements for the last three years of both parties involved in the merger.
3. Business Plans: A detailed business plan post-merger.
4. Market Analysis: An analysis of the market share and competitive landscape.
5. Corporate Documents: Articles of incorporation, business licenses, and other relevant corporate documents.
6. Affidavit of Non-Affiliation: A declaration that the parties are not affiliated.

3. Procedure for Submitting Merger Applications

Submission Process

1. Preparation of Documents: Gather all required documents as listed above.
2. Filing the Notification: Submit the completed notification form and supporting documents to the KPPU. This can be done through:
   • Online Submission: Via the KPPU's official website or designated online portal.
   • In-Person Submission: At the KPPU office located in Jakarta.

Timeline

• Initial Review: The KPPU will conduct an initial review of the submitted documents within 14 working days.
• Further Investigation: If necessary, a more detailed investigation may take up to 90 working days.
• Post-Closing Notification: If the merger is completed, a post-closing notification must be submitted within 30 days.

Fees

As of the latest regulations, there may be filing fees associated with the merger notification. The specific fee structure can be confirmed through the KPPU's official communication.

4. Important Information Regarding Merger Regulations

• Exceptions: Certain transactions may be exempt from notification, such as those that do not meet the asset threshold or do not involve a local nexus.
• Agency Oversight: The KPPU is the primary agency responsible for overseeing merger notifications and ensuring compliance with competition laws in Indonesia.
• Regulatory Updates: It is essential to stay updated on any changes to the regulations, as the KPPU may issue new guidelines or amendments.

5. Relevant Links and Resources for Merger Filing

• KPPU Official Website: KPPU
• KPPU Regulation No. 3 of 2023: Regulation Document
• Merger Control Guide: Merger Filers
• Legal Alert on New Regulations: PwC Legal Alert
• News on Merger Regulations: AHP Client Update

This guide provides a comprehensive overview of the requirements and procedures for filing a merger notification with the KPPU in Indonesia. It is advisable to consult with legal experts or advisors familiar with Indonesian competition law to ensure compliance and to navigate the process effectively.

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